Purchase Order Terms and Conditions
These Purchase Order Terms and Conditions (these “Terms and Conditions”) are incorporated into each Purchase Order, which makes reference to these Terms and Conditions, issued by Merrimack Manufacturing LLC (“MERRIMACK”) to any vendor or other supplier of goods and/or services (“Vendor”). By accepting any such Purchase Order or providing goods or services in response to any such Purchase Order, Vendor agrees to these Terms and Conditions. In the event of a conflict between these Terms and Conditions and a term on the face of the Purchase Order, the term on the face of the Purchase Order controls.
- If Vendor is supplying goods, Vendor represents and warrants to MERRIMACK that Vendor has all necessary rights and title to transfer the goods to MERRIMACK, that the goods are free of liens, that the goods are new and unused, that the goods conform to any applicable specification, that the goods are merchantable and fit for any particular purpose which MERRIMACK may have made known to Vendor, and that the goods do not infringe the intellectual property rights of any party. If Vendor is supplying services, Vendor represents and warrants to MERRIMACK that Vendor has the training, experience, employees and equipment necessary to properly and competently render the services, that the services will be rendered in accordance with all applicable laws and generally prevailing standards, that MERRIMACK will be the exclusive owner of all deliverables delivered by Vendor to MERRIMACK in connection with rendering the services and all designs, inventions, copyrights and other intellectual property rights in such deliverables, and that the services do not infringe the intellectual property rights of any party.
- Vendor shall deliver the goods to MERRIMACK F.O.B. MERRIMACK’s place of business at 540 North Commercial Street, Manchester, NH or MERRIMACK’s other designated delivery address.
- If the Purchase Order includes tooling and/or fixtures (hereafter “Tooling”):
- MERRIMACK shall own the Tooling;
- Vendor warrants to MERRIMACK that the Tooling will produce not less than the warranted quantity of parts stated on the face of the Purchase Order;
- Vendor shall maintain the Tooling and use the Tooling only to produce parts for MERRIMACK;
- If MERRIMACK anticipates no further purchase orders to Vendor for parts to be made with the Tooling, as directed by MERRIMACK Vendor shall adequately package the Tooling for safe transport and shall deliver the Tooling to MERRIMACK, MERRIMACK to pay shipping.
- Except as necessary to deliver goods or services to MERRIMACK under the Purchase Order, Vendor shall neither use nor disclose to any third party any confidential information of MERRIMACK that may be communicated to Vendor. This does not limit Vendor’s obligations under any separate non-disclosure or confidentiality agreement with MERRIMACK.
- Unless MERRIMACK gives prior written consent, Vendor shall neither assign any of its rights nor delegate any of its duties under the Purchase Order.
- Vendor shall invoice MERRIMACK for goods after delivery and for services after the services are rendered. MERRIMACK shall pay Vendor’s invoice within thirty (30) days.
- Vendor shall indemnify MERRIMACK against and hold MERRIMACK harmless from any and all claims and losses arising out of any defect in goods supplied hereunder or any Vendor breach of any Vendor representation, warranty, or obligation hereunder.
- MERRIMACK may cancel the Purchase Order at any time. Upon such cancellation MERRIMACK shall pay Vendor for services actually rendered or goods actually received based on the prices stated on the Purchase Order and percent completed.
- MERRIMACK shall have no liability to Vendor for consequential, special, or punitive damages. MERRIMACK shall have no liability to Vendor for any damages (whether based on any claim of breach of contract, any tort claim, any indemnity claim, or any other cause of action) in excess of the prices stated on the Purchase Order for services actually rendered to MERRIMACK or goods actually received by MERRIMACK.
- The Purchase Order and these Terms and Conditions are the entire agreement between Vendor and MERRIMACK and may only be amended by a written agreement signed by Vendor and MERRIMACK. These Terms and Conditions supersede any conflicting terms in any document delivered by Vendor to MERRIMACK. Without limiting the foregoing, MERRIMACK rejects all terms stated on any Vendor quotation, order acceptance, or other Vendor form.
- Any controversy or claim arising out of or relating to the Purchase Order or these Terms and Conditions or the breach thereof shall be settled by arbitration before a single arbitrator administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules [including the Emergency Interim Relief Procedures]. The Arbitration shall take place in Manchester, NH. The Arbitrator’s decision shall be final, and no party may take any action, judicial or administrative, to overturn this decision. The judgment rendered by the Arbitrator may be entered in any court having jurisdiction thereof.
- New Hampshire law governs the Purchase Order and these Terms and Conditions.